What changed in this filing

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Item 9A. Controls and Procedures

2022-04-04 compared with 2021-02-10 · 176 added, 881 removed, 17 unchanged (98% of the section changed)

Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’s

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under

the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on

the financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework

in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

Based on our evaluation, our management concluded that our internal control over financial reporting was effective

as of December 31, 2020.

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

in Internal Control Over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including ChargePoint’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ChargePoint’s disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2022 due to the material weaknesses in its internal control over financial reporting described below.

However, after giving full consideration to the material weaknesses described below, and the additional analyses and other procedures ChargePoint performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, ChargePoint’s management has concluded that its consolidated financial statements present fairly, in all material respects, its financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

Management’s Report on Internal Control over Financial Reporting

ChargePoint’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

ChargePoint’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

GAAP and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect ChargePoint’s transactions and the dispositions of ChargePoint’s assets;

(2) provide reasonable assurance that ChargePoint’s transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that ChargePoint’s receipts and expenditures are being made only in accordance with appropriate authorizations of management and the directors of ChargePoint;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ChargePoint’s assets that could have a material effect on its financial statements.

ChargePoint’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013).

Based on the assessment by ChargePoint’s management, ChargePoint’s management determined that ChargePoint’s internal control over financial reporting as of January 31, 2022 was not effective due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial statements will not be prevented or detected on a timely basis.

ChargePoint did not design and maintain an effective control environment commensurate with its financial reporting requirements.

Specifically, ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements.

This material weakness contributed to the following additional material weaknesses:

• ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including accounting for complex features associated with warrants, segregation of duties and adequate controls related to the preparation and review of journal entries.

• ChargePoint did not design and maintain effective controls related to the valuation of acquired intangible assets, specifically controls over the review of the inputs and assumptions used in the valuation of the acquired assets.

The material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and disclosures related to the Legacy ChargePoint consolidated financial statements for the years ended January 31, 2021, 2020 and 2019.

The material weakness related to the accounting for complex features associated with warrants resulted in the restatement of the previously issued financial statements of the entity acquired as p art of the Merger Agreement related to warrant liabilities and equity.

The material weakness related to the valuation of acquired intangible assets resulted in material adjustments to customer relationships and goodwill and related disclosures for the year ended January 31, 2022.

Additionally, these material weaknesses could result in a material misstatement of substantially all of ChargePoint’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

• ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements.

Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

The IT deficiencies did not result in any misstatements to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Accordingly, ChargePoint management has determined these deficiencies in the aggregate constitute a material weakness.

As permitted by the SEC guidance for newly acquired businesses, ChargePoint has excluded ViriCiti and HTB from its assessment of internal control over financial reporting as of January 31, 2022 because they were acquired by the Company in purchase business combinations during fiscal year 2022.

ViriCiti and HTB are wholly-owned subsidiaries whose total assets and total revenues

collectively represent 1.7% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended January 31, 2022.

ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2022, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Plan

ChargePoint has continued implementation of a plan to remediate these material weaknesses.

These remediation measures are ongoing and include the following:

• Hiring additional finance and accounting personnel to bolster the accounting capabilities and capacity, and to establish and maintain internal control over financial reporting;

• Designing and implementing controls to formalize roles and review responsibilities to align with the staff’s skills and experience and designing and implementing controls over segregation of duties;

• Providing ongoing training for personnel on accounting, financial reporting and internal control over financial reporting;

• Designing and implementing controls to review the accounting for complex features associated with warrants;

• Designing and implementing controls to review the inputs and assumptions used in the valuation of the acquired assets;

• Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary;

• Designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties;

• Designing and implementing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures.

ChargePoint is working to remediate the material weaknesses as efficiently and effectively as possible and remediation efforts could continue beyond the fiscal year ending January 31, 2023.

At this time, ChargePoint cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in it incurring significant costs, and will place significant demands on its financial and operational resources.

In order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, ChargePoint’s internal control over financial reporting.

Other Information.

Amended and Restated Bylaws

On March 31, 2022, ChargePoint’s board of directors approved ChargePoint’s amended and restated bylaws (the “A&R Bylaws”), effective immediately.

The A&R Bylaws were amended and restated, among other things, to amend Section 1.12 to incorporate notice and director nominee provisions under Rule 14a-19 of the Exchange Act The foregoing description of ChargePoint’s A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws, a copy of which is included as Exhibit 3.2 to this Annual Report on Form 10-K.

Change of Location of Registered Agent

On March 31, 2022, ChargePoint’s board of directors approved the change in ChargePoint’s registered agent and registered office and ChargePoint filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change its registered agent and registered office to Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle Zip Code 19808.

The foregoing description of the Certificate of

Change is qualified in its entirety by the full text of the Certificate of Change, a copy of which is included as Exhibit 3.3 to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

current officers and directors are as follows:

Scott McNeill*

Chief Executive Officer, Chief Financial Officer

Chief Commercial Officer, General Counsel, Secretary

Josh Rosinski*

Chief Operating Officer

Independent Director

Denotes an executive officer.

McNeill has been our Chief Executive Officer and Chief Financial Officer and a member of our board of directors since

McNeill co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020.

McNeill served as Chief Financial Officer of RSP Permian, Inc.

(“RSP”) from April 2013 through the completion of its acquisition by Concho Resources, Inc.

(“Concho”)

in July 2018.

McNeill also served as a member of the board of directors of RSP from December 2013 through July 2018.

joining RSP, Mr.

McNeill served as a managing director in the energy investment banking group of Raymond James Financial, Inc.,

advising companies operating in the exploration and production, midstream, and energy service and equipment segments of the energy

McNeill holds a B.B.A.

from Baylor University and an M.B.A.

from The University of Texas at Austin and is a certified

public accountant in the State of Texas.

McNeill’s extensive knowledge of the energy industry, as well as his substantial business, leadership and management

experience, including serving as the chief financial officer and a member of the board of directors of a publicly traded company,

brings important and valuable skills to our board of directors.

Mutrie has been our Chief Commercial Officer, General Counsel and Secretary and a member of our board of directors since

Mutrie co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020.

Mutrie served as RSP’s Vice President, General Counsel

and Corporate Secretary from June 2014 through the completion of the acquisition of RSP by Concho in July 2018.

While at RSP,

Mutrie was a board member of the Texas Oil and Gas Association, the largest and oldest group in Texas representing petroleum

Prior to RSP, Mr.

Mutrie served as General Counsel and Compliance Officer at United Surgical Partners International

From October 2003 to January 2007, Mr.

Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing

public and private companies in M&A transactions and capital market offerings, predominantly in the oil and gas industry.

Mutrie holds a B.A.

from Cornell University, a J.D.

from Northwestern University School of Law, a Certificate in Financial

Management from Cornell University and a Certificate in Financial Skills for The Energy Industry from SMU Cox School of Business,

Executive Education.

Mutrie’s extensive experience in managing public company M&A and financing transactions, as well as his

extensive knowledge of the energy industry, brings important and valuable skills to our board of directors.

Rosinski has been our Chief Operating Officer since May 2019.

Rosinski joined RSP in September 2014 and served as

RSP’s Vice President of Reservoir Engineering from February 2017 through the completion of RSP’s acquisition by Concho

in July 2018.

Prior to RSP, Josh served as Vice President of Engineering at Simmons & Co.

in the upstream advisory group where

he directed engineering valuations supporting transactions across a variety of basins across the continental United States.

to Simmons & Co., Mr.

Rosinski managed and implemented completion engineering operations in the East Texas Haynesville asset

for Exco Resources.

Rosinski began his career at Devon Energy in Houston and worked in multiple operational, reservoir, and

corporate engineering functions throughout Texas and Louisiana assets.

Rosinski graduated from Texas A&M University with

in Petroleum Engineering.

Carter has been a member of our board of directors since May 2019.

Carter has been a member of the board of directors

of Switchback II Corporation since December 2020.

Carter joined NGP in 2004 and currently serves as Managing Partner and as

a director of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Carter was an analyst with Deutsche Bank’s

Energy Investment Banking group in Houston, where he focused on financing and merger and acquisition transactions in the oil and

gas and oilfield services industries.

Carter served on the board of directors of PennTex Midstream GP, LLC from June 2015

to November 2016 and on the board of directors of Parsley Energy, Inc.

from December 2013 to January 2016.

Carter also served

on the board of directors of Rice Energy, Inc.

from October 2013 to November 2014.

Carter received a B.B.A.

and an M.P.A.

in Accounting, summa cum laude, in 2002 from The University of Texas at Austin, where he was a member of the Business Honors Program.

He received an M.B.A.

in 2008 from Stanford University, where he graduated as an Arjay Miller Scholar.

believe that Mr.

Carter’s considerable experience with financing and merger and acquisition transactions in the energy industry,

as well as his experience on the boards of several public and private energy companies, bring important and valuable skills to

our board of directors.

Gieselman has been a member of our board of directors since May 2019.

Gieselman has been a member of the board of

directors of Switchback II Corporation since December 2020.

Gieselman has served as a Partner for NGP since April 2007.

Gieselman serves as a director of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Gieselman worked in various

positions in the investment banking energy group of Goldman Sachs & Co.

LLC, where he became a partner in 2002.

He has served

on the board of directors of HighPoint Resources Corporation since March 2018 and on the board of directors of Chesapeake Energy

Corporation since May 2019.

Gieselman served on the board of directors of WildHorse Resource Development Corporation from

September 2016 until it was acquired by Chesapeake Energy Corporation in February 2019.

Gieselman also served as a member

of the board of directors of Rice Energy, Inc.

from January 2014 to April 2017 and was a member of the board of directors of Memorial

Resource Development Corp.

from its formation until it was acquired by Range Resources Corporation in September 2016.

Gieselman served as a member of the board of directors of Memorial Production Partners GP LLC from December 2011 to March

Gieselman received a B.S.

in 1985 and an M.B.A.

in 1988 from Boston College.

believe that Mr.

Gieselman’s considerable financial and energy investment banking experience, as well as his experience

on the boards of several public and private energy companies, bring important and valuable skills to our board of directors.

Stoutner has been a member of our board of directors since May 2019.

Stoutner has been a member of the board of directors

of Switchback II Corporation since December 2020.

Stoutner joined NGP in 2011 and currently serves as Principal and as a director

of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Stoutner was an investment banking analyst with Madison

Williams and Company’s Energy Investment Banking Group in Houston, where he focused on financing and merger and acquisition

transactions in the oil and gas industry.

Stoutner received a B.B.A.

in Accounting, summa cum laude, in 2010 from

The University of Texas at Austin.

He received an M.B.A.

in 2016 from Stanford University.

believe that Mr.

Stoutner’s considerable experience with financing and merger and acquisition transactions in the energy

industry, as well as his experience on the boards of several private energy companies, bring important and valuable skills to

our board of directors.

Armes has been a member of our board of directors since July 2019.

Armes has served as Chief Executive Officer and

Chairman of the board of directors of CSW Industrials, Inc., a publicly traded industrial products company (“CSWI”),

since September 2015, and as President of CSWI since February 2018.

Prior to CSWI’s spin-off from Capital Southwest Corporation,

a capital provider to middle market companies, in September 2015, Mr.

Armes served as the Chief Executive Officer and President

of Capital Southwest Corporation from June 2013 to September 2015 and Chairman of the board of directors of Capital Southwest

Corporation from January 2014 to August 2017.

From December 2013 until the completion of the acquisition of RSP by Concho in July

Armes served as a board member and as audit committee chairman for RSP.

Armes has a B.B.A.

University, and a J.D.

from Southern Methodist University’s Dedman School of Law.

believe that Mr.

Armes’s broad executive and board leadership experience, compliance and governance expertise, and extensive

corporate development experience, bring important and valuable skills to our board of directors.

Arrott has been a member of our board of directors since July 2019.

Arrott served as Chief Operating Officer of RSP

from its formation in 2013 until the completion of the acquisition of RSP by Concho in July 2018.

Since 1995, Mr.

Arrott has served

as the Chief Operating Officer for Rising Star Energy Development Company, L.L.C.

and continues to serve on the boards of Rising

Star Energy Development Company, L.L.C.

and Rising Star Petroleum, L.L.C.

From 1982 to 1995, Mr.

Arrott held several positions

with Placid Oil Company and was elevated to General Manager of its Canadian Division in 1988.

He has a B.S.

in Petroleum Engineering

from Texas Tech University.

believe that Mr.

Arrott’s extensive experience with reservoir engineering, production engineering, project economic forecasting

and reserve acquisitions brings important and valuable skills to our board of directors.

has been a member of our board of directors since July 2020.

Kubis has been a member of the board of directors of Switchback

II Corporation since January 2021.

Kubis has served as a director of Gridtential, Energy Inc., an inventor and developer of

battery technology (“Gridtential”), since October 2015 and as the Chairman of Gridtential since November 2016.

June 2013 to October 2015, Mr.

Kubis served as President of ECO-BAT Technologies Limited, which collects, recycles and produces

products to the battery, mining and other industries, and from June 2013 to January 2020, as a member of the board of directors.

From March 2002 to January 2013, Mr.

Kubis served as President—Europe, Middle East and Africa of EnerSys, a manufacturer,

marketer and distributor of industrial batteries.

From October 1998 to March 2002, Mr.

Kubis served as Vice President, General

Manager, for the Energy Storage Group of Invensys plc.

He has also worked in senior leadership positions with Johnson Controls

and Exide in the automotive battery industry.

Kubis received his M.B.A.

from The Wharton School of the University of Pennsylvania

in Accounting from the University of Illinois.

believe that Mr.

extensive experience in various leadership roles throughout the transportation and industrial battery

industries brings important and valuable skills to our board of directors.

and Terms of Office of Officers and Directors

have eight directors.

Our board of directors is divided into three classes, with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year

The term of office of the first class of directors, consisting of Scott McNeill, Scott Gieselman and Joseph Armes, will

expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Sam Stoutner

and Zane Arrott, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors,

consisting of Jim Mutrie, Chris Carter and Ray Kubis, will expire at the third annual meeting of stockholders.

We may not hold

an annual meeting of stockholders until after we consummate our initial business combination.

of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination

and holders of our public shares will not have the right to vote on the election of directors during such time.

These provisions

of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our

common stock voting at a stockholder meeting.

of our initial business combination will require the affirmative vote of a majority of our board of directors, which must include

a majority of our independent directors and each of the non-independent directors nominated by our Sponsor.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial

Officer, Vice Presidents, Secretary and such other offices as may be determined by the board of directors.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate

governance committee.

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act

require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and

a limited exception, the rules of the NYSE require that the compensation and nominating and corporate governance committees of

a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

board of directors has established an audit committee of the board of directors.

Joseph Armes, Zane Arrott and Ray Kubis serve

as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at least

three members of the audit committee, all of whom must be independent.

Joseph Armes, Zane Arrott and Ray Kubis are independent.

Armes serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of directors

has determined that Joseph Armes qualifies as an “audit committee financial expert”

as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement,

and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged

pre-approving all audit and permitted non-audit

services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent

auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees

or former employees of the independent auditors;

setting clear policies for audit partner rotation

in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually,

from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii)

any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any

inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors,

and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial

statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial

Accounting Standards Board, the SEC or other regulatory authorities.

board of directors has established a compensation committee of the board of directors.

Joseph Armes and Zane Arrott serve as members

of our compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at least two

members of the compensation committee, all of whom must be independent.

Joseph Armes and Zane Arrott are independent.

serves as chair of the compensation committee.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the

corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive

officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any)

of our chief executive officer based on such evaluation;

reviewing and approving on an annual basis the

compensation of all of our other officers;

reviewing on an annual basis our executive compensation

policies and plans;

implementing and administering our incentive

compensation equity-based remuneration plans;

assisting management in complying with our proxy

statement and annual report disclosure requirements;

approving all special perquisites, special cash

payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes,

if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by the NYSE and the SEC.

and Corporate Governance Committee

board of directors has established a nominating and corporate governance committee of the board of directors.

The members of our

nominating and corporate governance committee are Joseph Armes and Zane Arrott.

Joseph Armes serves as chair of the nominating

and corporate governance committee.

primary purposes of our nominating and corporate governance committee are to assist the board in:

identifying, screening and reviewing individuals

qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual

meeting of stockholders or to fill vacancies on the board of directors;

developing, recommending to the board of directors

and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation

of the board of directors, its committees, individual directors and management in the governance of the company;

reviewing on a regular basis our overall corporate

governance and recommending improvements as and when necessary.

nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election

at the annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination

by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of

stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election

to our board of directors should follow the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, our board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public

shares will not have the right to recommend director candidates for nomination to our board of directors.

of Ethics and Committee Charters

have adopted a Code of Ethics applicable to our directors, officers and employees.

Our Code of Ethics, compensation, nominating

and corporate governance and audit committee charters are available on our website, www.switchback-energy.com.

In addition, a

copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers

of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

manages several investment vehicles.

NGP Funds and other NGP affiliates and portfolio companies may compete with us for acquisition

opportunities.

If these entities or companies decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within NGP may be suitable for both us and for a current or future NGP Fund or other portfolio

company and may be directed to such investment vehicle rather than to us.

Neither NGP nor members of our board of directors who

are also employed by NGP have any obligation to present us with any opportunity for a potential business combination of which

they become aware.

NGP and/or our management, in their capacities as partners, officers or managing directors of NGP or in their

other endeavors, may be required to present potential business combinations to the related entities described above, current or

future NGP Funds or portfolio companies, or third parties, before they present such opportunities to us.

Notwithstanding

the foregoing, we may pursue an acquisition opportunity jointly with our Sponsor, or one or more other entities affiliated with

NGP, including other NGP Funds, other NGP Fund portfolio companies, and/or one or more investors in the NGP Funds, which we refer

to as an “Affiliated Joint Acquisition.”

Such entity may co-invest with us in the target business at the time of our

initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class

of equity or equity-linked securities.

Certain of our directors presently have, and any of our officers and directors in the future

may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will

be required to present a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially

affect our ability to complete our business combination.

In addition, we may pursue an Affiliated Joint Acquisition opportunity

with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us

in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

acquisition by issuing to such entity a class of equity or equity-linked securities.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

and potential investors should also be aware of the following other potential conflicts of interest:

None of our officers or directors is required

to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time

among various business activities.

In the course of their other business activities,

our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation

to us as well as the other entities with which they are then affiliated.

Our management may have conflicts of interest in

determining to which entity a particular business opportunity should be presented.

Our initial stockholders have agreed to waive

their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the consummation

of our initial business combination.

Additionally, our initial stockholders have agreed to waive their redemption rights with

respect to any Founder Shares held by them if we fail to consummate our initial business combination within 24 months after

the closing of our Public Offering.

If we do not complete our initial business combination within such applicable time period,

the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of

our public shares, and the Private Placement Warrants will expire worthless.

Furthermore, our initial stockholders have agreed

not to transfer, assign or sell any Founder Shares held by them until one year after the date of the consummation of our initial

business combination or earlier if, subsequent to our initial business combination, (i) the last sale price of our Class A

common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business

combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results

in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the Private Placement Warrants and the Class A common stock underlying such warrants will

not be transferable, assignable or saleable until 30 days after the completion of our initial business combination.

our Sponsor and officers and directors directly or indirectly own common stock and warrants, our officers and directors may

have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our initial business combination.

Our officers and directors may have a conflict

of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers

and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Our Sponsor, officers or directors may have

a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans

from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection

with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants at a price

of $1.50 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants, including

as to exercise price, exercisability and exercise period.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

the corporation could financially undertake

the opportunity;

the opportunity is within the corporation’s

line of business;

it would not be

fair to the Company and its stockholders for the opportunity not to be brought to the attention of the corporation.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate

of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors

in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers

or directors or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or

In the event we seek to complete our initial business combination with a business combination target that is affiliated

with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or from an independent

accounting firm that such initial business combination is fair to the Company from a financial point of view.

We are not required

to obtain such an opinion in any other context.

Furthermore, in no event will our Sponsor or any of our existing officers or directors,

or any of their respective affiliates, be paid by the Company any finder’s fee, consulting fee or other compensation prior

to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, we pay

an amount equal to $10,000 per month to our Sponsor for office space, utilities, secretarial support and administrative services

provided to us.

cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

the event that we submit our initial business combination to our public stockholders for a vote, we will complete our initial

business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business

Our initial stockholders have agreed to vote any Founder Shares and public shares held by them in favor of our initial

business combination, and our officers and directors have also agreed to vote any public shares held by them in favor of our initial

business combination.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account.

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the

Trust Account or (ii) we consummate an initial business combination.

indemnification obligations may discourage stockholders from bringing a lawsuit against our officers or directors for breach of

their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our

officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against

our officers and directors pursuant to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

Information relating to directors, executive officers and corporate governance will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.

Executive Compensation.

of our officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our

securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation,

we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative

In addition, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Other than these payments and reimbursements, no compensation

of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, officers and directors,

or any of their respective affiliates, prior to completion of our initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the proxy solicitation or tender offer materials (as applicable) furnished to our stockholders in connection with

a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined

company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of

the proposed business combination, because the directors of the post-combination business will be responsible for determining

officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board

of directors for determination, either by a compensation committee constituted solely of independent directors or by a majority

of the independent directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business, but we do not believe that the ability of our management to remain with us after the consummation

of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Information relating to executive compensation will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our common stock as of February 1, 2021 by:

each person known by us to be the beneficial

owner of more than 5% of our outstanding shares of common stock;

each of our named executive officers and directors

that beneficially owns shares of our common stock;

all our executive officers and directors as

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the

Warrants or the Private Placement Warrants.

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

Approximate Percentage of Outstanding Common Stock

NGP Switchback, LLC (our Sponsor) (2)(3)

Scott McNeill (3)

Jim Mutrie (3)

Josh Rosinski

Chris Carter (4)

Scott Gieselman (4)

Sam Stoutner (4)

All directors and executive officers as a group (9 individuals)

Glazer Capital, LLC (5)

Hayman Capital Management, L.P.

Adage Capital Partners, L.P.

Davidson Kempner Partners (8)

HITE Hedge Asset Management LLC (9)

Less than one percent.

This table is based on 39,264,704 shares of

common stock outstanding at February 1, 2021, of which 31,411,763 were shares of Class A common stock and 7,852,941 were shares

of Class B common stock.

Unless otherwise noted, the business address of each of the entities, directors and executive officers

in this table is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.

Interests shown consist solely of Founder Shares,

classified as shares of Class B common stock.

Such shares will automatically convert into shares of Class A common stock at

the time of our initial business combination on a one-for-one basis, subject to adjustment.

NGP Switchback, LLC is the record holder of

the shares reported herein.

McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback,

Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC.

McNeill and Mutrie may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,

McNeill and Mutrie disclaim any such beneficial ownership of such securities.

On July 30, 2019, Messrs McNeill

and Mutrie purchased, for $10.00 per Unit, 103,000 Units and 43,000 Units, respectively, directly from the underwriters in

connection with our Public Offering.

Each Unit consists of one share of our Class A common stock and one-third of one Warrant.

In addition, NGP XII US Holdings, L.P.

directly owns a majority of the limited liability company interests of NGP Switchback,

NGP XII Holdings GP, L.L.C.

is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII,

is the sole member of NGP XII Holdings GP, L.L.C.

Energy XII, L.P.

is the sole general partner of NGP Natural

Resources XII, L.P., and GFW XII, L.L.C.

is the sole general partner of G.F.W.

Energy XII, L.P.

GFW XII, L.L.C.

has delegated

full power and authority to manage NGP XII US Holdings, L.P.

to NGP Energy Capital Management, L.L.C.

Chris Carter, Tony R.

Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.

each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W.

Energy XII, L.P.,

GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R.

Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed

to have or share beneficial ownership of the common stock held directly by NGP Switchback, LLC.

NGP Switchback, LLC is the record holder of

the shares reported herein.

Carter, Gieselman and Stoutner are managers of NGP Switchback, LLC.

As such, Messrs.

Gieselman and Stoutner may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,

Carter, Gieselman and Stoutner disclaim any such beneficial ownership of such securities.

According to a Schedule 13G jointly filed with

the SEC on October 7, 2020 by Hayman Capital Management, L.P.

(“Hayman”), Hayman Capital Master Fund, L.P.

“Master Fund”) and J.

Kyle Bass, The Master Fund is the record and direct beneficial owner of the shares reported

Hayman serves as the investment adviser to and general partner of, an may be deemed to beneficially own securities

owned by, the Master Fund.

J, Kyle Bass is the Managing Partner of, and may be deemed to beneficially own securities owned

The business address of this stockholder is 2305 Cedar Springs Road, Suite 400, Dallas, Texas, 75201.

According to a Schedule 13G filed with the SEC

on February 14, 2020 by Glazer Capital, LLC, Glazer Capital, LLC serves as investment manager for certain funds and managed

accounts that hold the shares reported herein.

Glazer serves as the managing member of Glazer Capital, LLC.

address of this stockholder is 250 West 55th Street, Suite 30A, New York, NY 10019.

According to a Schedule 13G filed with the SEC

on August 5, 2019 on behalf of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital

Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware

limited liability company (“ACA”), Robert Atchinson and Phillip Gross, the shares reported herein are directly

owned by ACP.

ACPGP is the general partner of ACP, ACA is the managing member of ACPGP, and Messrs.

Atchinson and Gross are

managing members of ACA.

ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially

owned by it, which power may be exercised by its general partner, ACPGP.

ACA, as managing member of ACPGP, directs ACPGP’s

Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Class A common

stock beneficially owned by ACP.

The business address of this stockholder is 200 Clarendon Street, 52nd Floor, Boston, MA

According to a Schedule 13G filed with the SEC

on August 5, 2019 on behalf of Davidson Kempner Partners (“DKP”), Davidson Kempner Institutional Partners, L.P.

(“DKIP”), Davidson Kempner International, Ltd.

(“DKIL”), Davidson Kempner Capital Management LP (“DKCM”),

and Anthony A.

Yoseloff, DKCM acts as investment manager to each of DKP, DKIP and DKIL.

and Yoseloff, through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP,

DKIP and DKIL reported herein.

The business address of this stockholder is 520 Madison Avenue, 30th Floor, New York, NY 10022.

According to a Schedule 13G filed with the SEC

on February 13, 2020 by HITE Hedge Asset Management LLC, a Delaware limited liability company, the shares reported herein

are included in units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE

Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.

The business address of this

stockholder is 300 Crown Colony Drive, Suite 108, Quincy, MA 02169.

Information relating to securities authorized for issuance under equity compensation plans and other information required to be provided in response to this item will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.

In addition, descriptions of ChargePoint’s equity compensation plans are set forth in Note 12, Equity Plans and Stock-Based Compensation , in the Notes to the Consolidated Financial Statements included in this Annual Report.

Certain Relationships and Related Transactions, and Director Independence.

May 16, 2019, we issued an aggregate of 8,625,000 Founder Shares to our Sponsor for an aggregate purchase price of $25,000 in

cash, or approximately $0.003 per share.

In July 2019, our Sponsor transferred 40,000 Founder Shares to each of our independent

director nominees at their original purchase price.

In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

connection with the execution of the Business Combination Agreement, the initial stockholders entered into the Founders Stock

Letter with Switchback pursuant to which, among other things, the initial stockholders will, (a) subject to the satisfaction of

the conditions to Closing set forth in the Business Combination Agreement, immediately prior to the Closing, surrender to Switchback,

for no consideration and as a capital contribution to Switchback, 984,706 Founder Shares held by them (on a pro rata basis), whereupon

such Founder Shares will be immediately cancelled and (b) upon and subject to the Closing, subject to the 900,000 Founder Earn

Back Shares (including any Class A common stock issued in exchange therefor in the Merger) held by them on (on a pro rata basis)

to potential forfeiture if the Closing VWAP of one share of Class A common stock quoted on the NYSE does not satisfy the price

target set forth in the Founders Stock Letter for any ten trading days within any 20 consecutive trading day period within the

Earnout Period.

The Founders Stock Letter also provides that our Sponsor will bear any Switchback Transaction Costs in excess

of the Switchback Transaction Costs Cap, excluding any PIPE Financing Transaction Costs.

Placement Warrants

Sponsor purchased an aggregate of 5,521,568 Private Placement Warrants for a purchase price of $1.50 per warrant in private placements

that occurred simultaneously with the closing of our Public Offering and the sale of the Over-allotment Units.

As such, our Sponsor’s

interest in this transaction is valued at approximately $8.3 million.

Each Private Placement Warrant entitles the holder to purchase

one share of our Class A common stock at $11.50 per share.

The Private Placement Warrants (including the Class A common stock

issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder

until 30 days after the completion of our initial business combination.

more fully discussed in “Part III, Item 10.

Directors, Executive Officers and Corporate Governance —,”

of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or

contractual obligations to present such business combination opportunity to such entity.

Our officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We may pursue

an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise

additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Administrative

Services Agreement

July 25, 2019, we entered into an administrative services agreement pursuant to which have agreed to pay our Sponsor a total of

$10,000 per month for office space, utilities, secretarial support and administrative services.

Upon completion of our initial

business combination or our liquidation, we will cease paying these monthly fees.

than these monthly fees, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company

to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection

with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

Party Loans and Advances

the consummation of our Public Offering, our only source of liquidity was an initial sale of Founder Shares to our Sponsor, and

the proceeds of loans and advances from our Sponsor in the amount of $251,000.

In August 2019, the Company repaid the Sponsor

$251,000 in settlement of the outstanding loan and advances.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that our initial business combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no

proceeds from the Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants

at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants,

including as to exercise price, exercisability and exercise period.

Except as set forth above, the terms of such loans by our

officers and directors, if any, have not been determined, and no written agreements exist with respect to such loans.

the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account.

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans

(and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be

issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights

pursuant to a registration rights agreement, dated July 25, 2019, requiring us to register such securities for resale (in the

case of the Founder Shares, only after conversion to our Class A common stock).

The holders of at least $25 million in value of

these securities are entitled to demand that we file a registration statement covering such securities and to require us to effect

up to an aggregate of three underwritten offerings of such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities

Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares,

on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our business combination,

(i) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination or (ii) the date on which we complete a liquidation, merger, capital

stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange

their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and

the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

connection with the Closing, the IPO Registration Rights Agreement will be amended and restated and Switchback and the Registration

Rights Holders will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business

Combination Agreement.

Pursuant to the A&R Registration Rights Agreement, New ChargePoint will agree that, within 15 business

days after the Closing, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) the Resale Registration

Statement, and New ChargePoint will use its commercially reasonable efforts to have the Resale Registration Statement become effective

as soon as reasonably practicable after the filing thereof.

In certain circumstances, the Registration Rights Holders can demand

up to four underwritten offerings and will be entitled to customary piggyback registration rights.

The A&R Registration Rights

Agreement does not provide for the payment of any cash penalties by Switchback if it fails to satisfy any of its obligations under

the A&R Registration Rights Agreement.

“independent director”

is defined generally as a person who has no material relationship with the listed company (either

directly or as a partner, stockholder or officer of an organization that has a relationship with the company).

Our board of directors

has determined that Joseph Armes, Zane Arrott and Ray Kubis are “independent directors”

as defined in the NYSE listing

standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent

directors are present.

Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2022 Annual Meeting of Stockholders to be held on or about July 12, 2022, which information is incorporated herein by reference.

Principal Accountant Fees and Services.

for professional services provided by our independent registered public accounting firm since inception include:

For the period from

2019 (inception) through December 31,

For the Fiscal Year ended December 31,

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees consist of fees

billed for professional services rendered by our independent registered public accounting firm for the audit of our annual

financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are

normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings

or engagements.

Audit-Related Fees .

Audit-related fees

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review

of our financial statements and are not reported under “Audit Fees.”

These services include attest services that

are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed

for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and

tax planning.

All Other Fees .

All other fees consist

of fees billed for all other services.

on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

audit committee is responsible for appointing, setting compensation and overseeing the work of our independent registered public

accounting firm.

In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve

all audit and permitted non-audit services to be provided by our independent registered public accounting firm as provided under

the audit committee charter.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual

Report on Form 10-K:

Financial Statements:

See “Index to Financial Statements”

at “Item 8.

Financial Statements and Supplementary Data”

(b) Exhibits:

The exhibits listed in the accompanying index

to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

(a) Exhibits.

2.1 Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, Lightning Merger Sub Inc.

and ChargePoint, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on September 24, 2020).

Amended and Restated Certificate of Incorporation of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Bylaws of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Warrant Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Description of Securities of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No.

3.1 Second Amended and Restated Certificate of Incorporation of ChargePoint (incorporated by reference to Exhibit 3.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

0139004), filed with the SEC on March 1, 2021).

Letter Agreement, dated July 25, 2019, among Switchback Energy Acquisition Corporation, its officers and directors and NGP Switchback, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Investment Management Trust Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Registration Rights Agreement, dated July 25, 2019, among Switchback Energy Acquisition Corporation, NGP Switchback, LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Administrative Services Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on July 30, 2019)

Promissory Note, dated May 16, 2019, issued to NGP Switchback, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Securities Purchase Agreement, dated May 16, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

333-232501) filed with the SEC on July 1, 2019)

Private Placement Warrants Purchase Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

3.2+ Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of March 31, 2022.

3.3+ Certificate of Change of Location of Registered Agent and/or Registered Office

4.1 Form of Warrant to Purchase Shares of Common Stock of ChargePoint, Inc.

(incorporated by reference to Exhibit 4.2 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020) .

4.2 Form of 2011 Warrant to Purchase Shares of Series D Preferred Stock of ChargePoint, Inc.

(incorporated by reference to Exhibit 4.5 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

4.3+ Description of Registrant’s Securities

10.1 Letter Agreement (incorporated by reference to Exhibit 10.1 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on July 30, 2019).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

10.2 Founders Stock Letter, Dated September 23, 2020, by and between Switchback and the Initial Stockholders (incorporated by reference to Exhibit 10.2 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on September 24, 2020).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 of Switchback’s Current Report on Form 8-K (File No.

10.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on September 24, 2020).

Founders Stock Letter, dated September 23, 2020 by and between Switchback Energy Acquisition Corporation and the initial stockholders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

10.4^* Offer Letter between ChargePoint and Pasquale Romano, dated January 28, 2011 (incorporated by reference to Exhibit 10.14 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

10.5* Amendment to Employment Letter between ChargePoint and Pasquale Romano, dated December 21, 2012 (incorporated by reference to Exhibit 10.15 to Switchback Energy Acquisition Corporation’s Current Report on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

10.6 Private Placement Warrants Purchase Agreement (incorporated by reference to Exhibit 10.5 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on July 30, 2019) .

10.7+* ChargePoint Holdings, Inc.

2021 Equity Incentive Plan and related forms of agreement .

10.8+* ChargePoint Holdings, Inc.

2021 Employee Stock Purchase Plan .

10.9+ Form of Indemnification Agreement.

10.10* ChargePoint Holdings Incentive Bonus Plan (incorporated by reference to Exhibit 10.10 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.11* ChargePoint Holdings, Inc.

Compensation Program for Non-Employee Directors (incorporated by reference to Exhibit 10.11 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.12 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.1 to Switchback Energy Acquisition Corporation’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on September 24, 2020).

Power of Attorney (included on signature page of this Annual Report on Form 10-K)

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

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Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

SWITCHBACK ENERGY ACQUISITION CORPORATION

February 10, 2021

/s/ Scott McNeill

Scott McNeill

Chief Executive Officer,

Chief Financial

Officer and Director

(Principal Executive Officer)

10.13 Amended and Restated Registration Rights Agreement, dated February 26, 2021, by and among ChargePoint, and certain stockholders and equityholders of Chargepoint (incorporated by reference to Exhibit 10.13 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.14^* Employment Agreement between ChargePoint Europe Holdings B.V.

and Christopher Burghardt, dated November 6, 2017 (incorporated by reference to Exhibit 10.14 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.15^* Offer Letter between ChargePoint and Michael Hughes, dated May 21, 2018 (incorporated by reference to Exhibit 10.15 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.16* ChargePoint, Inc.

2017 Stock Plan, as amended (incorporated by reference to Exhibit 10.18 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333249549), filed with the SEC on December 4, 2020).

10.17* Coulomb Technologies, Inc.

2007 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.19 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

10.18* Form of Change in Control Vesting Acceleration Agreement for ChargePoint (Europe) (incorporated by reference to Exhibit 10.18 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

10.19* Form of Severance and Change in Control Agreement for ChargePoint (US) (incorporated by reference to Exhibit 10.19 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

10.20* Form of Severance and Change in Control Agreement for ChargePoint Europe Holdings B.V.

(Europe) (incorporated by reference to Exhibit 10.20 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

10.21 Addendum to Employment Agreement between ChargePoint Network (Netherlands) B.V.

and Christopher Burghardt, dated December 22, 2021.

21.1 Material Subsidiaries of the Registrant

23.1 Consent of PricewaterhouseCoopers LLP.

31.1+ Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2+ Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1*** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

32.2*** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments).

^ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

* Denotes management compensatory plan, contract or arrangement.

+ Filed herewith

*** Furnished herewith

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

April 4, 2022

CHARGEPOINT HOLDINGS, INC.

Chief Financial Officer and Principal Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints Scott McNeill and Jim Mutrie and each or any one of them, his

or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his

or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and

to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and

Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as

he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,

or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant in the capacities and on the dates indicated.

/s/ Scott McNeill

Chief Executive Officer, Chief Financial Officer and Director

February 10, 2021

Scott McNeill

(Principal Executive, Financial and Accounting Officer)

/s/ Chris Carter

February 10, 2021

/s/ Scott Gieselman

February 10, 2021

Scott Gieselman

/s/ Jim Mutrie

February 10, 2021

/s/ Sam Stoutner

February 10, 2021

/s/ Joseph Armes

February 10, 2021

/s/ Zane Arrott

February 10, 2021

/s/ Ray Kubis

February 10, 2021

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pasquale Romano and Rex S.

Jackson, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated on the dates indicated.

Signature Title Signature Date

Jackson Chief Financial Officer April 4, 2022

JACKSON (Principal Financial Officer)

/s/ Henrik Gerdes Chief Accounting Officer April 4, 2022

HENRIK GERDES (Principal Accounting Officer)

/s/ Pasquale Romano Chief Executive Officer and Director April 4, 2022

PASQUALE ROMANO (Principal Executive Officer)

/s/ Roxanne Bowman Director April 4, 2022

ROXANNE BOWMAN

/s/ Elaine L.

Chao Director April 4, 2022

/s/ Bruce Chizen Director April 4, 2022

/s/ Axel Harries Director April 4, 2022

/s/ Jeffrey Harris Director April 4, 2022

JEFFREY HARRIS

/s/ Susan Heystee Director April 4, 2022

SUSAN HEYSTEE

Signature Title Signature Date

/s/ Mark Leschly Director April 4, 2022

/s/ Michael Linse Director April 4, 2022

MICHAEL LINSE

Richard Wagoner, Jr.

Director April 4, 2022

RICHARD WAGONER, JR.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures